Delta Airlines 2010 Annual Report Download - page 314

Trustee Designee) or the Subsequent Developer, as the case may be; provided, however, that the Company, the Trustee (or any Trustee Designee) or such
Subsequent Developer, as the case may be, has assumed in writing all of Delta's rights and obligations (including, without limitation, the obligation to cure
any then existing payment and performance defaults, but excluding any obligation to cure any then existing performance defaults which by their nature are
incapable of ever being cured) under the Assigned Agreement.
1.3 Performance of the Delta Obligations. The Company, the Trustee (or any Trustee Designee) or any Subsequent Developer may, but shall have no
obligation to, assume the Assigned Agreement; provided that, if such assumption has been made pursuant to Section 1.2, the Contracting Party will accept
such performance, if otherwise in accordance with the terms of the Assigned Agreement and this Consent, in lieu of performance by Delta and in satisfaction
of the obligations of Delta under the Assigned Agreement.
1.4 Right to Cure. Notwithstanding anything in the Assigned Agreement to the contrary, the Contracting Party agrees that the Company, the Trustee
(or any Trustee Designee) or such Subsequent Developer (as applicable, the "Curing Party") may, but shall have no obligation to, cure any default or other
breach by Delta under the Assigned Agreement. The Curing Party shall have a reasonable opportunity to cure any default or other breach by Delta under the
Assigned Agreement and the Contracting Party will accept any such performance by the Curing Party, provided that the Curing Party pursues to cure such
default with due diligence, or causes such default to be cured; provided, however, that (i) if possession of the Project is necessary to cure such non-monetary
default and the Trustee has commenced foreclosure proceedings, the Trustee shall be allowed a reasonable time to complete such proceedings, and (ii) if any
Curing Party is prohibited from curing any such non-monetary default by any process, stay or injunction issued by any government authority or pursuant to
any bankruptcy or insolvency proceeding or other similar proceeding involving Delta, then the opportunity for curing a default shall be extended for a
reasonable period following such prohibition. The Contracting Party shall not hinder any Curing Party's efforts to cure the default or other breach by Delta
under the Assigned Agreement and shall provide reasonable cooperation to the Curing Parties in effecting any cure of any default or other breach by Delta
under the Assigned Agreement. The Contracting Party agrees that (x) until the Contracting Party delivers to the applicable Curing Parties a notice of default or
other breach by Delta under the Assigned Agreement as required by Section 1.8 of this Consent, and (y) during such time as any Curing Party is pursuing to
cure such default or other breach by Delta in accordance with this Section 1.4, the Contracting Party will not exercise any right it may have to terminate or
suspend performance under the Assignment Agreement, and will perform all of its obligations, covenants, conditions and agreements under the Assigned
Agreement for the benefit of the Company and the Trustee and their respective successors and assigns so that there shall be no interruption
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